INDEMNITY AGREEMENTIndemnity Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • Delaware
This Indemnity Agreement, effective as of , is made by and between Moving iMage Technologies, Inc., a Delaware corporation with executive offices located at 17760 Newhope Street, Fountain Valley, CA 92075 (the “Company”), and , __________of the Company residing at (the “Indemnitee”).
WARRANT TO PURCHASE STOCKWarrant Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California
This Warrant is being issued to Holder in connection with that certain Loan Agreement by and between Holder and Moving Image Technologies, LLC, predecessor to the Company, dated as of [_____, 2019] (the “Closing Date”) and as amended from time to time (the “Loan Agreement”). The initial number of Shares issuable upon exercise of this Warrant is equal to $250,000 (the “Warrant Coverage Amount”) divided by the Warrant Price. In addition to the foregoing, upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Warrant Coverage Amount shall increase by 10% on the date of such Event of Default, and further increased on the 30th day following such Event of Default and on each 30th day thereafter (each, a “Measurement Date”) by an additional 15% of the Warrant Coverage Amount then in effect on such Measurement Date (in compounding fashion), until the Event of Default is cured and waived in writing by Lender (as defined in the Loan Agreement).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is made and entered into by and among Moving iMage Technologies, LLC, a Delaware limited liability company (“MiT”), MIT ACQUISITION CO. LLC, a Delaware limited liability company (“Buyer”), both having their principal offices at 17760 Newhope Street, Fountain Valley, CA 92708, Caddy Products, Inc., a California corporation, having its principal offices at 73850 Dinah Shore Drive #115, Palm Desert, CA 92211 (“Seller”), and the Estate of Peter Bergin (“Shareholder”).
AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies
This Amendment No. 1 to Share Exchange Agreement, dated effective as of October 29, 2019 (this “Agreement”), is made by and among Moving Image Technologies LLC, a Delaware limited liability company (“MiT”), the members of MiT set forth on Schedule 1 hereto (the “Members”), and NLM Holding Co., Inc., a Delaware corporation (“NLM”).
LOAN AGREEMENT Dated as of October 24, 2019 (the “Closing Date”) by and between AGILITY CAPITAL III, LLC (“Agility” or “Lender”) and MOVING IMAGE TECHNOLOGIES, LLC (“MIT”) and MIT ACQUISITION CO. LLC (“Caddy”) TOTAL CREDIT AMOUNT: Up to $1,000,000Loan Agreement • February 21st, 2020 • MOVING iMAGE TECHNOLOGIES INC. • Photographic equipment & supplies • California
Formula: 75% of the Eligible Accounts of MIT. “Eligible Accounts” means accounts receivable arising from the ordinary course of MIT’s business, net after all offsets, and excluding the following: (i) Accounts that the account debtor has failed to pay within ninety (90) days of invoice date; (ii) Accounts with respect to an account debtor, twenty-five percent (25%) of whose Accounts the account debtor has failed to pay within ninety (90) days of invoice date; (iii) Accounts with respect to which the account debtor is an officer, employee, agent or Affiliate of MIT; (iv) Accounts with respect to which goods are placed on consignment, guaranteed sale, sale or return, sale on approval, bill and hold, demo or promotional, or other terms by reason of which the payment by the account debtor may be conditional; (v) Accounts with respect to which the account debtor does not have its principal place of business in the United States; (vi) Accounts with respect to which MIT is liable to the accoun
